Tokai Carbon : Notice of Additional Acquisition of Shares of Consolidated Subsidiary(253KB)

April 28, 2022

For immediate release

Company Name: Tokai Carbon Co., Ltd. Representative: Hajime Nagasaka President &CEO (Stock Code 5301 TSE Prime Market)

Contact:

Telephone:Masafumi Tsuji, General Manager, Corporate Planning Department [phone]

Notice of Additional Acquisition of Shares of Consolidated Subsidiary

Tokai Carbon Co., Ltd. (hereafter, Tokai Carbon") hereby announces the decision made at the Board of Directors meeting held on April 27, 2022 to acquire 350,000 shares of Tokai Carbon Korea Co., Ltd. (hereinafter, "TCK"), a consolidated subsidiary of Tokai Carbon, from KC Co., Ltd. (hereinafter, "KC"), the second largest shareholder of TCK after Tokai Carbon (hereinafter, the "Transaction").

The aggregate percentage of shareholding of Tokai Carbon in TCK will be 47.4% from 44.4% after the

Transaction.

1. Reason for the additional acquisition of shares

The additional shares will be acquired in order to stabilize the management of TCK and to enhance the corporate value of the Tokai Carbon Group.

2．Overview of Tokai Carbon Korea., Ltd. (TCK) (as of April 27, 2022)

(1)Name of Company	Tokai Carbon Korea Co., Ltd.
(2)Location	71, Gaejeongsaneopdanji-ro, Miyang-myeon, Anseong-si, Gyeonggi-do, Republic of Korea
(3)Name and Title of Representative	President/CEOYoung-Hee Kim
(4)Business Description	Manufacturing and sale of carbon graphite products and CVD-SiC coated/solid products
(5)Capital	KRW 5,838MM
(6)Date Established	August 7, 1996
(7)Major Shareholders and Ownership Ratio	Tokai Carbon Co., Ltd.（44.4%） KC Co., Ltd.（14.18%）
(8)Relationship with Tokai Carbon	Capital relationship	Tokai Carbon holds 5,183,250 shares equivalent to 44.4% of the total number of TCK's outstanding shares
Personnel relationship	1 officer and 1 employee of Tokai Carbon serve as Board members of TCK
Business relationship	Tokai Carbon sells products and also has a license agreement on manufacturing technology

3．Overview of the seller (KC) (as of April 27, 2022)

(1)Name of Company	KC Co., Ltd.
(2)Location	39, Je2gongdan, 2-gil, Miyang-myeon, Anseong-si, Gyeonggi-do, Republic

of Korea
(3)Name and Title of Representative	CEOs Sang Geol Koh, Kwan Tack Lim
(4)Business Description	Manufacture, sales and R&D of semiconductor manufacturing equipment
(5)Capital	KRW6,777MM
(6)Date Established	February 16, 1987
(7)Net Assets	KRW747,305MM
(8)Total Assets	KRW964,516MM
(9)Major Shareholders and Shareholding Ratio	Ko, Suk-Tai（33.7%）
(10)Relationship with Tokai Carbon	Capital Relationship	Tokai Carbon holds 104,525 shares equivalent to 0.8% of the KC's outstanding shares. In addition, KC holds 257,521 shares equivalent to 0.1% of Tokai Carbon's outstanding shares
Personnel Relationship	Not applicable
Business Relationship	Not applicable
Related Party Relationship	Not applicable

４．Number of shares to be acquired, acquisition price and shareholdings before and after the Transaction

(1)Number of shares held before the Transaction	5,183,250 shares （Number of voting rights: 5,183,250） （Ratio of voting rights held: 44.4%）
(2)Number of shares to be acquired	350,000 shares （Number of voting rights:350,000）
(3)Consideration	JPY4.8billion*
(4)Number of shares held after the Transaction	5,533,250 shares （Number of voting rights: 5,533,250） （Ratio of voting rights held: 47.4%）

* Price per share is based on the closing stock price on April 27, 2022. Applied exchange rate is JPY0.0973 to the KRW .

5．Transaction schedule

(1)April 27, 2022	Resolution at the Board of Directors meeting
(2)April 27, 2022	Execution of share purchase agreement
(3)May 11,2022(planned)	Completion of the share purchase

6．Future prospects

There are no significant impact on our consolidated business performance for fiscal year ending December 31, 2022.

End of notice